Verano Announces Redomicile from British Columbia to Nevada

CHICAGO – Verano Holdings Corp. has put forward a plan to shift its parent company’s incorporation from British Columbia to Nevada. The board gave its nod to the proposal on September 15, and the company now aims to secure shareholder backing at a special meeting.

The move, outlined in a preliminary proxy statement filed with the U.S. Securities and Exchange Commission (SEC) and on SEDAR+ in Canada, would see Verano transition through a plan of arrangement. This process, termed a continuance, swaps existing subordinate voting shares on a one-for-one basis for common stock in the new Nevada entity. Stock options and restricted units would adjust accordingly under the company’s incentive plan. The change keeps trading symbols intact: VRNO on Cboe Canada and VRNOF on the OTCQX.

Company leaders frame the redomicile as a step to match its structure more closely with its operations, which are entirely U.S.-focused. Verano runs 158 dispensaries and 15 production sites across 13 states, with headquarters in Chicago. The shift aims to simplify regulatory and organizational setups stateside, though it won’t alter day-to-day manufacturing or retail activities.

George Archos, Verano’s chairman and CEO, described the decision as part of a broader capital markets approach. He pointed to the company’s 2023 listing on Cboe Canada as a prior milestone and suggested the Nevada move could open doors to fresh growth and value for investors. Yet, the board holds the right to scrap the plan post-approval if needed.

The change could limit certain shareholder powers. Under British Columbia rules, holders with a small stake can call meetings, but Nevada statutes allow companies to set higher barriers, and Verano’s documents indicate it plans to use those options to the fullest. This raises questions about whether the redomicile prioritizes leadership stability over broader investor input.

From a financial angle, Verano’s latest quarterly results show revenue at $202 million, a decrease from $222 million in Q2 2024 and $210 million in Q1 2025, with adjusted EBITDA of $66 million or 33% of revenue. The company touts over 1.1 million square feet of cultivation space, positioning it as a top-tier operator. But the Cannabis sector faces ongoing hurdles, including federal restrictions that bar U.S. exchange listings for plant-touching businesses. A Nevada base might ease future uplisting if regulations loosen, though that’s speculative.

Overall, this proposal signals Verano’s strategic and positioning move, an intent to refine its setup for a potential federal legalization. While it may strengthen operational focus, the governance tweaks warrant scrutiny to ensure they serve all stakeholders as the industry pushes toward mainstream acceptance.